Exhibit 10.3.2




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Contract No. CON07000005Modification No. Three (3)Page 2 of 5
 1. Reference Section C, Description/Specifications/Work Statement, C.1, Performance
WorkStatement/Technical Requirements.
 a.
    
    The language in Section 2.14.1, Pool Inventory Level, is revised
and updated. Accordingly, Section 2.14.1 is revised to read, in its entirety,
as follows:
 2.14.1 Pool Inventory Level
  
    
    The anticipated assignment rate of thousand blocks from the inventory pool
    
    No more than a six-month inventory level
    
    The PAs analysis on all forecasts filed for each rate area inventory poolThe PA should make every attempt to have a sufficient quantity of blocks
available for assignment to satisfy demand.
 b.
    
    The language in Section 2.16.2, Block Application Supporting Data, is
revised and updated. Accordingly, Section 2.16.2 is revised to read, in its
entirety, as follows:
 2.16.2 Block Application Supporting Data




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Contract No. CON07000005Modification No. Three (3)Page 3 of 5
 and a current pooling forecast with the PA.
  c.
    
    The language in Section 2.17.1, Forecast, is revised and updated. Accordingly, Section 2.17.1
is revised to read, in its entirety, as follows:
 2.17.1 Forecast
   d.
    
    The language in Section 2.17.2, Data Request Dates, is revised and updated.
Accordingly, Section 2.17.2 is revised to read, in its entirety, as follows:
 2.17.2 Data Request Dates
 TheNANPA shall
receive at least semi-annually from the contractor pooling forecast data submitted by service
providers pursuant to the INC Guidelines
 e.
    
    The language in Section 2.21.3, Reports and Document Distribution, is revised and updated.
Accordingly, Section 2.21.3 is revised to read, in its entirety, as follows:
 2.21. 3 Report and Document Distribution
 three




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Contract No. CON07000005ModificationNo. Three(3)Page 4 of 5
 f.
    
    The language in Section 2.22.4.5, Reporting, is revised and updated. Accordingly, Section
2.22.4.5 is revised to read, in its entirety, as follows:
 2.22.4.5 Reporting
 
    
    Annual Report
    
    Quarterly Pooling metrics report
    
    Bi-annual Forecasted demand report.
    
    Rate area inventory pool report.
    
    Pooling matrices report.
    
    Monthly report to the FCC on thousands-block pooling assignments.
    
    Monthly report to the FCC on system performance.
    
    Monthly report to the FCC on staffing.
    
    Monthly report to the FCC on the number of ad hoc reports generated.
 g.
    
    The language in Section 3.1.5, Mechanized Interface with NANPA, is revised and updated.
Accordingly, Section 3.1.5 is revised to read, in its entirety, as follows:
 3.1.5 Mechanized Interface with NANPA
   
    
    non-pooled NXXs in pooling areas
    
    LRN/LERG Assignee
    
    NXX Voluntary Return/Abandoned Code Reassignment
    
    Part 1
    
    Part 3
    
    Part 4
    
    NANPA NRUF Forecast On File
    
    Aggregate pool MTE
    
    Red Light Rule daily listing
    
    SP status and eligibility to be assigned resources
    
    LRN Forecast




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Contract No. CON07000005Modification No. Three (3)Page 5 of 5
 
    
    full NXX applications (see Section 3.1.3, Reference 3 above),
    
    receipt by the PA of the NANPA Part 3 for full NXX assignments in pooling,
    
    PA forecast assessments.
 h.
    
    For the abovementioned changes to a, b, c, d, e, f, and, g,
respectively, see attached Replacement Pages 29, 31, 33, 40, 42, 46, and 47.
 2.
    
    Summary Recapitulation:
 a. Contract Award (Base Period):
    
    $
    4,544,966.00b. Modification No. 1 (Admin):
    
    
    0.00c. Modification No. 2 (COP #1):
    
    
    26,825.00d. Modification No. 3 (Admin):
    
    
    0.00Total (to date):
    
    $
    4,571,791.00




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WESTERN REGION:
 SOUTHEAST REGION:
 NORTHEAST REGION:
 2.14 Industry Inventory Pool
   2.14.1 Pool Inventory Level
  
    
    The anticipated assignment rate of thousand blocks from the inventory pool
    
    No more than a six-month inventory level
    
    The PAs analysis on all forecasts filed for each rate area inventory pool
 The PA should make every attempt to have a sufficient quantity of blocks available for assignment
to satisfy demand.
 2.15 Industry Inventory Pool Establishment Timeline




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2.16.1 Application Submittals
   2.16.2 Block Application Supporting Data
     and a current pooling forecast with the PA.
  2.16.3 Source




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2.16.9 Notification
  2.17 Management of the Pool Inventory
  2.17.1 Forecast
   2.17.2 Data Request Dates
  2.17.3 Forecast Analysis




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2.21.2 Pooling Matrices Report
  2.21.3 Report and Document Distribution
 three
 2.22 Performance Measurements (Also see Required Performance Metrics in 5.0)
  2.22.1 Assessment Period
  2.22.2 Remedial Action
  2.22.3 Pooling Administration Quality Assurance (QA)
 IEEE Standard for Software Quality Assurance Plans.




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2.22.4.3
Communications
 
    
    Phone Calls
 O
    
    ReceivedO
    
    Not Returned by Next Business Day
 
    
    General inquiries or questions made outside the normal business hours Not Returned by Next
Business Day
 2.22.4.4 Forecasting data on a per-state basis
 
    
    Quantity of Rate Center Pools
    
    Quantity of NXXs Applied for by SPs for Pool Replenishment
    
    Quantity of Rate Centers with Less than a 6-month supply
 2.22.4.5 Reporting
 
    
    Annual Report
    
    Quarterly Pooling metrics report
    
    Bi-annual Forecasted demand report
    
    Rate area inventory pool report
    
    Pooling matrices report
    
    Monthly report to the FCC on thousands-block pooling assignments
    
    Monthly report to the FCC on system performance
    
    Monthly report to the FCC on staffing
    
    Monthly report to the FCC on the number of ad hoc reports generated
 2.22.4.6 Application Processing on a monthly basis
 
    
    Total applications processed
 
    
    # of applications
not processed in 7 calendar days
 
    
    # of block assignments made
    
    # of change requests to existing blocks
    
    # of requests to cancel
    
    # of block disconnect requests
    
    # of block requests denied
    
    # of blocks reclaimed
    
    # of block reservation requests
 2.22.4.7 Reserved
 2.22.4.8 Reserved




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
    
    Part 4 PA  Confirmation of Code In Service (Submitted by
the Pooling Administrator)
 3.1.4 Automated Data Output Capabilities
 INC TBPAG,
  
    
    Denied requests will generate a Part 3 with all of the information pertaining to the
specific request listed and the reason for the denial in the remarks field of the Part 3.
    
    OCN names are current as published in the LERG. This will ensure that any changes due
to merger/acquisition are reflected in the system automatically. SPs will not have to
notify the PA of the changes.
    
    All request information is viewable on the screen when the SP is submitting a request
(e.g.. fields should allow for all characters to be viewed on the working screen)..
    
    Give SPs the option of requesting different effective dates on various blocks of a
multiple block submission. This will help SPs when the Part 4s are due.
    
    For system generated emails on block submissions, include the PAS Tracking Number as
part of the subject line. This will help SPs identify which request the email pertains to.
 3.1.5 Mechanized Interface with NANPA




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
    
    non-pooled NXXs in pooling areas
    
    LRN/LERG Assignee
    
    NXX Voluntary Return/Abandoned Code Reassignment
    
    Part 1
    
    Part 3
    
    Part 4
    
    NANPA NRUF Forecast on File
    
    Aggregate pool MTE
    
    Red Light Rule daily listing
    
    SP status and eligibility to be assigned resources
    
    LRN Forecast
    
    full NXX applications (see Section 3.1.3, Reference 3 above),
    
    receipt by the PA of the NANPA Part 3 for full NXX assignments in pooling,
    
    SP forecast information provide to NANPA via the NRUF process,
    
    PA forecast assessments.
 3.1.6 Alternative Data Capabilities
  3.2 Characteristics
   3.3 System Reliability, Availability, Capacity, and Performance
   
    
    Available 24 hours, 7 days a week
    
    Availability shall meet or exceed 99.9% of scheduled up time